Agreement Of Purchase And Sale (Page 19 of 30) in pdf

ADJACENT TO, OR OTHERWISE AFFECTING THE PROPERTY, IN THE SOIL, AIR,

STRUCTURES, SEDIMENT, AND SURFACE AND SUBSURFACE WATERS, OF HAZARDOUS

MATERIALS OR OTHER MATERIALS THAT MAY BE DETERMINED TO BE HAZARDOUS

MATERIALS, AND ANY STRUCTURAL AND GEOLOGIC CONDITIONS, SUBSURFACE SOIL

AND WATER CONDITIONS ON, UNDER, ADJACENT TO OR OTHERWISE AFFECTING THE

PROPERTY) VALUATION, SALABILITY OR UTILITY OF THE PROPERTY, OR ITS

SUITABILITY FOR ANY PURPOSE WHATSOEVER. PURCHASER FURTHER HEREBY WAIVES

(AND BY CLOSING THIS TRANSACTION WILL BE DEEMED TO HAVE WAIVED) ANY AND

ALL OBJECTIONS, COMPLAINTS, AND CLAIMS (INCLUDING, BUT NOT LIMITED TO,

FEDERAL, STATE AND LOCAL STATUTORY AND COMMON LAW BASED ACTIONS, AND

ANY PRIVATE RIGHT OF ACTION UNDER ANY FEDERAL, STATE OR LOCAL LAWS,

REGULATIONS OR GUIDELINES TO WHICH THE PROPERTY IS OR MAY BE SUBJECT,

INCLUDING,

BUT

NOT

LIMITED

TO,

CERCLA)

CONCERNING

THE

PHYSICAL

CHARACTERISTICS AND ANY EXISTING CONDITIONS OF THE PROPERTY. PURCHASER

FURTHER HEREBY ASSUMES THE RISK OF CHANGES IN APPLICABLE LAWS RELATING TO

PAST, PRESENT AND FUTURE ENVIRONMENTAL CONDITIONS ON THE PROPERTY AND

THE RISK THAT ADVERSE PHYSICAL CHARACTERISTICS AND CONDITIONS, INCLUDING,

WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS OR OTHER

CONTAMINANTS, MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION.

11.4

“Hazardous Materials” Defined. For purposes hereof, “Hazardous Materials” means

“Hazardous Material,” “Hazardous Substance,” “Pollutant or Contaminant,” and “Petroleum” and

“Natural Gas Liquids,” as those terms are defined or used in Section 101 of CERCLA, and any other

substances regulated because of their effect or potential effect on public health and the environment,

including, without limitation, PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials,

putrescible materials, infectious materials, and biological matter, including, without limitation, mold,

mildew, and fungi.

11.5

Indemnity.

PURCHASER AGREES TO INDEMNIFY AND HOLD SELLER

HARMLESS OF AND FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, AND

EXPENSES OF ANY KIND OR NATURE WHICH ARISE OR ACCRUE AFTER CLOSING AND

WHICH ARE IN ANY WAY RELATED TO THE OWNERSHIP, MAINTENANCE, OR OPERATION

OF THE PROPERTY BY PURCHASER AND ITS SUCCESSORS AND ASSIGNS, INCLUDING,

WITHOUT LIMITATION, IN CONNECTION WITH HAZARDOUS MATERIALS AND TO

CONDITIONS ON THE PROPERTY.

11.6

Survival. The terms and conditions of this Article 11 shall expressly survive the Closing,

not merge with the provisions of any closing documents and shall be incorporated into the Deed.

Purchaser acknowledges and agrees that the disclaimers and other agreements set forth herein are

an integral part of this Agreement and that Seller would not have agreed to sell the Property to Purchaser

for the Purchase Price without the disclaimers and other agreements set forth above.

ARTICLE 12 - Miscellaneous

12.1

Parties Bound; Assignment. This Agreement, and the terms, covenants, and conditions

herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives,

successors, and assigns of each of the parties hereto.

Purchaser may assign its rights under this

Agreement upon the following conditions: (i) the assignee of Purchaser must be an affiliate of Purchaser

or an entity controlling, controlled by, or under common control with Purchaser, (ii) all of the Earnest

Page

H-Earnest Money Contract

Agreement Of Purchase And Sale Page 19

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